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HomeMy Public PortalAboutFC McColm 10/2019CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 1 of 8 Between City of Tybee Is&" GA and FCMC, LLC Task Order Contract This is a non-exclusive contract Agreement effective as of October l 5, 2019 between The City of Tybw Island [CLIENT], having its principal office at 403 Butler Avenue, Tybee Island, GA 31328 and FCMC, LLC, a limited liability company chartered under the laws of the State of Florida, having its principal place of business at P.O. Box 12293, Tallahassee, FL 32317. The CLIENT requires the services of a qualified firm to perform certain professional services for the CLIENT's projects at various locations. The CLIENT intends to engage FCMC, LLC to perform certain professional services related to the City of Tybee Island's hazard mitigation activities. The Assignment will have the following characteristics: On an as -needed basis, the CLIENT will issue Task Orders to FCMC, LLC describing the work required under this Agreement. In response, FCMC, LLC will prepare a scope of work and cost estimate which shall become part of the Task Order upon execution by both parties. In consideration of the mutual. promises herein, FCMC, LLC and the CLIENT agree that the terms and conditions of this Agreement are the following: 1. BASIC SERVICES Scope. FCMC, LLC shall provide the Basic Services as described in individual Task Orders authorized in writing by the CLIENT. A sample Task Order form is provided in Schedule A. The Task Order format may be modified from time to time. FCMC, LLC's obligations under this Agreement are solely for the benefit of the CLIENT and no other party is intended to benefit or have rights hereunder. I.I. Standard of Care. FCMC, LLC shall perform the professional services under this Agreement at the level customary for competent and prudent professionals performing such services at the time and place where the services are provided [Standard of Care]. These services will be provided by FCMC, LLC and other professionals and individuals skilled in other technical disciplines, as appropriate. 1.2. Instruments of Service. FCMC, LLC is responsible for the professional quality, technical accuracy, timely completion, and the coordination of all instruments of its services including designs, drawings, specifications, reports [collectively called Service Instruments) and other services provided under this Agreement. 1.3. Applicable Codes. The Service Instruments will conform to the generally accepted codes and regulations applicable to the Pmj ect at the time of performance. IA. Subcontractors. Any subcontractors and outside associates of FCMC, LLC to be engaged by FCMC, LLC under this Agreement are limited to those identified in executed Task Orders or as the CLIENT specifically approves during the performance of a Task Order. 1.5. Request for Proposal and Response. The City had submitted a request for proposal for the services contemplated by this contract and FCMC, LLC provided a response. All provisions herein are to be construed consistently with the request for proposal and the response by FCMC, LLC. When conflicts arise, this contract shall govern. 2. ADDITIONAL SERVICES 2.1. Scope. FCMC, LLC will provide the Additional Services when authorized by the CLIENT in writing in a Task Order or amendment to a Task Order. 3. THE CLIENT's RESPONSIBILITIES Unless stated otherwise in Section 8 or in individual Task Orders, the CLIENT shall do the following in a timely manner: 3.1. The CLIENT's Representative. The CLIENT will designate a representative having authority to give instructions, receive information, define the CLIENT's policies, and make decisions with respect to individual Task Orders. 3.2. Project Criteria. Provide criteria and information as to the CLIENT's requirements for a Task Order, including objectives and constraints, space, capacity, scope of work, task assignments, and performance requirements, and any budgetary limitations to the extent known to the CLIENT. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 2 of 8 Between !Cof Tybee Island, GA and FCMC, LLC Task Order Contract 3.3. Data. Provide all available information, including previous reports and any other data in the possession of the CLIENT relevant to a Task order. 3.4. Access. Arrange for FCMC, LLC to enter upon property as needed for completion of a Task Order. 3.5. Review. Respond to FCMC, LLC's request for decisions or determinations. 3.6. Meetings. Hold or arrange to hold meetings required to assist in the work required by a Task Order. 3.7. Project Developments. Give prompt written notice to FCMC, LLC whenever the CLIENT observes or otherwise becomes aware of any development that affects the scope or timing of FCMC, LLC's services. 4. PERIODS OF SERVICE 4.1. Time of Performance. Sections 4 and 5 anticipate the orderly and continuous progress of Task Orders through completion of each Task Order's scope of work. 4.2. Stare of Performance_ FCMC, LLC will start the Services described in each Task Order upon authorization by the CLIENT. If the CLIENT gives authorization before signing a Task Order, FCMC, LLC shall be paid as ifthe services had been performed after both parties signed the Task Order. Task orders will only be valid if signed by the CLIENT's authorized representative. 4.3. Force Majeure. If a force, event, or circumstance beyond FCMC, LLC's or the CLIENT'S control interrupts or delays FCMC, LLC's performance, the time of performance shall be equitably adjusted. 4.4. Term. Notwithstanding any other provision hereof, the contract will terminate at the end of each fiscal year of the City (6-30-20xx) without further obligation on the part of the City. However, the contract will automatically renew for the term otherwise stated herein, unless the city has provided notice of nonrenewal 90 days in advance of the end of its fiscal year. 5. COMPENSATION 5.1. FCMC, LLC Services. Based upon the Scope of Services provided for in each Task Order issued pursuant to the Agreement and Fee Schedule (Schedule B), the CLIENT shall pay FCMC, LLC the amount stated in invoices issued for and in accordance with each Task Order for actual work perforated and reimbursable expenses incurred during the period covered by the invoice. Invoices are payable by the CLIENT within 30 days after receipt of invoice. 6. GENERAL CONSIDERATIONS 6.1. Changes. By written and/or electronic notice at any time, the CLIENT may change Services required by a Task Order, provided such changes are within the general scope of the services contemplated by this Agreement. In such event, an equitable adjustment both in the compensation for and time of performance ofthe adjusted Task Order shall be made in writing prior to FCMC, LLC performing the changed services. Such changes can only be required by the CLIENT's authorized representative. 6.2. Confidentiality and Proprietary Information. FCMC, LLC will hold secret and confidential all information designated by the CLIEI*iT as confidential [Confidential Information]; however, the parties recognize that the City is subject to the Georgia Open Records Act. FCMC, LLC will not reveal Confidential Information to a third party unless: 6.2.1. the CLIENT consents in writing; 6.2.2. the information is or becomes part of the public domain; 6.2.3. applicable law, regulation, court order or an agency of competent jurisdiction requires its disclosure; or 6.2.4. failure to disclose the information would pose an irnminent and substantial threat to human health or the environment. 6.3. All specifications, technical information, and other information furnished to CLIENT by FCMC, LLC or developed by FCMC, LLC in connection with the work are, and will remain., the property of the CLIENT. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 3 of 8 Between Qy of Tybee Island, GA and FCMC, LLC Task Order Contract 7.0. Disputes and Dis ute Resolution. 7.1. Disputes. If a dispute or complaint (Dispute] arises concerning this Agreement, the CLIENT and FCMC, LLC will negotiate a resolution of the Dispute. Should negotiation be unsuccessful, mediation of the Dispute by a third party shall follow. Any time which elapses in attempting to resolve the Dispute through either or both negotiation or mediation shall extend day -for -day any applicable statut(s) of repose or limitation of actions. 7.2. Negotiation. Following written notice of a Dispute, a minimum of one face-to-face meeting (or less if the Dispute is resolved) shall be held. 7.3. Mediation. If negotiation is unsuccessful, a mutually acceptable third party [Facilitator] having expertise in the subject ofthe Dispute shall be engaged to mediate the Dispute. The fee and expenses ofthe Facilitator shall be shared equally by the parties to the Dispute. The patties may present evidence and arguments to the Facilitator. Unless the Facilitator and the parties agree otherwise, a minimum of one face-to-face meeting shall be held within the sixty-day period beginning on the date of the Facilitator's engagement. 7.3.1. Following the meeting or earlier if appropriate, the Facilitator shall report to the parties whether he believes the Dispute is resolvable through mediation. At that point the parties shall elect (a) to continue mediation, (b) replace the Facilitator and continue mediation, or (c) end mediation. If the mediation is ended, the parties may litigate the 7.4. 'Venue. The parties agree that in the event any dispute is not resolved in accordance with the above procedures any civil action arising as a result of any such dispute shall be maintained only in a court located in Chatham County, Georgia or in the United States District Court for the Southern District of Georgia, Savannah Division and each party hereto agrees to submit itself to any such court. 8.0. Interpretation. This Agreement shall be interpreted in accordance with the laws of Georgia. 9.0. Insurance. FCMC, LLC will maintain insurance against the following risks during the term of the Agreement: 9.1. workers compensation in statutory amounts and employer's liability for FCMC, LLC's employees' project -related injuries or disease; 9.2. general liability and automobile liability each in the amount of $1,000,000 for personal injury or property damage to third parties which arises from FCMC, LLC's performance under this Agreement; and 9.3 professional liability in the amount of $1,000,000 for legal obligations arising out of FCMC, LLC's failure to meet the ,Standard of Care. 10.0. Indemnification.. lo.l . FCMC, LLC hereby agrees to indemnify and hold the CLIENT harmless from and against any and all losses, damages, settlements, costs, charges, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and character arising out of the negligent acts, errors, or omissions of FCMC, LLC or others for whose acts FCMC, LLC is responsible under this Agreement. 11.0. Limitation of Liability. Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, the parties agree thatneither the CLIENT nor FCMC, LLC shall be liable to each other for any special, indirect or consequential damages, whether caused or alleged to be caused by negligence, strict liability, breach of contract or warranty under this Agreement, Except for amounts for which indemnification is given by FCMC, LLC hereunder, in no event will FCMC, LLC's liability to the CLIENT, whether in contract, tort or any other theory of liability, exceed two times FCMC, LLC's fees for services from which the liability arises. 12.0 Successors.. This Agreement is binding on the successors and assigns of the CLIENT and FCMC, LLC. The Agreement may not be assigned in whole or in part to any third parties without the written consent of the CLIENT. 13.0. Independent Contractor. FCMC, LLC represents that it is an independent contractor and is not an employee of the CLCENT. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 4 of 8 Between Chy of Tyhee lslam4 GA and FCMC, LLC Task Order Contract 14.0. Notices. Written notices may be delivered in person or by certified mail, or by facsimile, or by courier or by email. All notices shall be effective upon the date of receipt by the party. 15.0. Entire Agreement. This Agreement, including FCMC, LLC's Schedules, Attachments, and Task Orders executed pursuant to this Agreement, is the entire agreement between the CLIENT and the FCMC, LLC. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by the CLIENT and FCMC, LLC. 16.0. Waivers and Severability. A waiver or breach of any term, condition, or covenant by a party shall not constitute a waiver or breach of any other term, condition or covenant. If any court of competent jurisdiction declares a provision of this Agreement invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. 17.0. Termination. This Agreement may be terminated by either Party at will and without cause, at any time upon thirty (30) days prior written nonce to the other Party, and shall remain in force until so terminated. All information, data, materials, software and any other materials provided to the Party must be returned to the odder Party upon termination of the Agreement. 15.0. Effective Date. This Agreement is effective on the date shown on the cover page. 19.0. SPECIAL PROVISIONS, EDITS and SCHEDULES 19.1. Special Provisions. This Agreement is subject to the following special provisions: Duties and Responsibilities of FCMC, LLC. FCMC, LLC or its representatives may be on site during the various stages of the work to observe the progress and quality of the work and to determine, in general, if the work is proceeding in accordance with the intent of the Agreement. Visits and observations made by FCMC, LLC will not relieve other contractors of their obligation to conduct comprehensive inspections of the work, to furnish materials, to perform acceptable work, and to provide adequate safety precautions. Limitations of FCMC, LLC's Responsibilities. FCMC, LLC will not be responsible for other contractors' means, methods, techniques, sequences or procedures of the work, or the safety precautions, including compliance with the programs incident thereto. FCMC, LLC will not be responsible for contractors' or their subcontra tors failure to perform the work in accordance with their contract with the CLIENT or any other agreement. FCMC, LLC will not be responsible for the vets or omissions of contractors, their subcontractors or any other contractors, or any of its or their agents or employees or any other persons at the site or otherwise performing any of the work. 19.2—Schedules. The following Schedules are attached to and made a part of this Agreement: 19.3.. Schedule A Sample Task Order Form 19.4. Schedule B Fee Schedule Execution Authority. This Agreement is a valid and authorized undertaking of the CLIENT and FCMC, LLC. The representatives of the CLIENT and FCMC, LLC who have signed below have been authorized to do so. CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page of Betw©an City of Tybee Islam GA and FCMC, LLC Task Order Contract IN WITNESS WHEREOF, the dies hereto have made and executed this Agreement as of the day and year shown on the cover page. City of Tybee Island (CLIENT] FCMC, LLC gy 3 By (/ Title Witness CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page b of 8 Between City of Tybee Island; Geo and FCMC, LLC Task Order Conlraet PROFESSIONAL SERVIC S T K ORDER Project Number—Task Oder Number: l Subject to the Agreement between the City of Tyhee Island: GA (the CLIENT] and FCMC, LLC, effective October 15, 2019, the CLIENT hereby authorizes FCMC, LLC to perform services as specified in this Task Order and in accordance with the above mentioned A eat. 1. Basic Project Information Project Name. City of Tybee Island IUVIGP Grant Administration CLIENT Rq=senMve: , George Shaw, Community Development Dsrector FCMC, LLC Representative: Frank McColm, President 2. Scope of Services: FCMC, LLC shall perform its Basic and Optional Services as described in Attachment 1, Scope of Services, attached and incorporated into this Task Order. 3. Period of Service: The period of service shall be through December 31, 2021. 4. Compensation: FCMC, LLC's compensation under this Task Order is a not -to -exceed fee of $100,000,00. 5. This Task Order's Pricing Schedule is attached and incorporated as Attachment 2. 6. Special Conditions: None identified at this time. ISSUED AND AUTHORMED BY: CITY OF TYBEE ISLA 'D .. Title: ACCEPTED AND AGREED TO BY: FCMC, LLC By: Title: Q'n"L�i �'�_•--' CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 7 of 8 Between Cih, of Tybee Islami} GA and FCMC, LLC Task Order Contract PROFESSIONAL SERVICES TALK ORDER Project Number—Task Order Numbear:1 Attachment 1 Scone of Services 1.) Scope ofServices The City of Tybee Island has recently been awarded a FEMA Hazard Mitigation Program Grant to elevate up to twelve homes on the island. FCMC will perform grant management services to administer all phases of the grant contract with GEMA to include funds allocation, reimbursement requests, record keeping, reporting and close out. Additional activities would include public workshops and meetings, individual meetings with homeowners, updates to city council and coordination with city staff. Requirements include: • Conduct public, meeting for all eligible homeowners to explain the process • Vet contractors to ensure minimum qualifications are met • Work with our finance director to create a budget for the project • Manage cash flow from GEMA including all necessary record keeping and reporting • Manage payouts in keeping with FEMA guidelines including all necessary record keeping and reporting • Present project updates to City Council quarterly • Submit grana amendments as necessary • All other tasks necessary for adaainistrating grant to FEMA specifications • Close out the grant as required by FEMA CONTRACT AGREEMENT FOR PROFESSIONAL SERVICES Page 8 of 8 Between City of Tybee Wa u4 GA and FCMC, LLC Task Order Contact PROFESSIONAL SERVICES TASK ORDER Project Number—Task Order Number: 1 Attachment 2 Fee Schedule 1.) Pricing. The contractor shall submit monthly invoices for services completed in accordance with the rate table. Principal $165/hour Project Manager $118lhour Deputy Project Manager $99/hour Technical Support $85)hour 2.) Expenses and TraveL The amount identified in section 1 of the Fee Schedule is inclusive of FCMC expenses required to complete this task order.